Carter Morse Mathias & Company provide sale and divestiture services to businesses owners that are selling their companies as well as corporations that are divesting assets or divisions.

Sales & Divestitures

Mergers & Acquisitions

Capital Raises

Valuation Services

Financial Advisory

Business Sales & Divestitures

We provide sale and divestiture services to businesses owners that are selling their companies as well as corporations that are divesting assets or divisions. We advise our clients based on a clear understanding of their objectives, risk profiles, strengths, weaknesses, and opportunities.

We serve as an extension of each client’s management team - as a trusted advisor with the unique skills and experience to manage a business sale or divestiture. Our proven expertise and commitment allows our clients to conduct a sale of their business while remaining focused on day-to-day operations.

While our clients are typically involved in a once in a lifetime transaction, the principals of CM&M have completed over 100 business sales during their careers. Clients rely on our experience and expertise to level the playing field against a sophisticated strategic buyer armed with dedicated acquisition professionals.

A step-by-step summary of our approach to the Sale and Divestiture process follows below:

Objectives
Due Diligence and valuation
Discovering and Qualifying the Right Buyer
Positioning and Presentation
Managed Auction Process
Negotiating a Transaction
Buyer Due Diligence and Closing

Objectives
CM&M begins each assignment with an analysis of owner objectives -- personal, financial and strategic. Owners are generally most interested in maximizing purchase price, but other goals can be equally important. For example, how do owners feel about taking non-cash consideration in the form of equity, notes or earn outs? Other potentially competing objectives are confidentiality, concern for employees, disclosure of proprietary information, management’s future role, cultural fit, personal chemistry, and other qualitative issues.

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Due Diligence and Valuation
CM&M conducts a condensed due diligence process that prepares our clients for the intense scrutiny of prospective buyers. Our due diligence enhances our client’s confidence, credibility and preparedness. Due diligence typically takes a few weeks, but in some cases, a company may need several months to prepare. During this phase we identify value drivers, strengths and weaknesses, vulnerabilities, opportunities, deal breaker issues, hidden unappreciated “assets”, management’s abilities and goals post-transaction, and contingent liabilities.

Based on CM&M’s in-depth analysis of our client and the industry, CM&M provides an assessment of a likely valuation range as well as recommendations regarding transaction structure, terms and conditions. CM&M uses several methodologies and supports its valuation conclusion not only from the seller’s perspective but from the buyer’s perspective, as well.

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Discovering and Qualifying the Right Buyer
Prospective buyers who recognize the greatest strategic value in acquiring a company will make the most attractive offer and likely provide the best future for employees. We look for strategic acquirers interested in expanding their product lines, building new channels of distribution, acquiring proprietary technology, combining marketing or R&D efforts, establishing a presence in a new geographic area, or accessing proven management.

Buyer qualification is critical. Our approach, which is based on years of experience, allows us to contact prospects and determine their degree of interest while maintaining a level of confidentiality desired by our client. We use a careful screening process to significantly narrow the list of buyers who have indicated serious interest before proceeding with more detailed discussions and disclosures.

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Positioning and Presentation
We work with each client to gain a thorough understanding of the business, which enables us to prepare a confidential memorandum that describes their business, finances and opportunities. Drawing upon years of experience, we anticipate the questions that sophisticated strategic buyers will ask, and highlight the current and potential strengths of our clients. A well-written descriptive memorandum also uncovers weaknesses and liabilities in a professional way to provide a clear message of transparency and integrity. This ensures that a prospective buyer that proceeds with due diligence will not encounter surprises or discrepancies, which are extremely damaging if discovered during the buyer’s due diligence.

Key marketing documents in the sale process may include a one page no-name summary, executive summary, descriptive memorandum, adjusted financial statements, detailed financial projections, and a Powerpoint management presentation.

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Managed Auction Process
CM&M generally utilizes a managed auction process, whereby a group of qualified buyers is provided sufficient information to provide our client with a detailed letter of intent or indication of interest. This approach helps to ensure that shareholder value will be maximized for our seller client. After conducting an in-depth analysis of offers, we recommend a set of finalists, based on our judgment regarding likelihood of closing on the terms outlined, quality of offer, post acquisition issues, and other criteria that may be appropriate. A final letter of intent is requested, with minimal conditions to closing. The buyer is then selected, which leads to providing that buyer with an exclusive time period to close the transaction.

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Negotiating a Transaction
We excel in presenting our client's value proposition during the negotiation process, anticipating and addressing the key business and risk management issues. We serve on the front lines of the negotiations, keeping management focused on running the business. We handle the negotiations of several key agreements, including a purchase and sale agreement, employment agreements and related documents. This enables our clients to enter the process at key points to focus on important issues such as post-acquisition integration, future plans for the business, and personnel and customer transition issues.

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Due Diligence and Closing.
We manage the process of responding to a buyer’s intensive due diligence requirements. We build an actual or virtual data room that is available to buyers during this critical phase of the transaction. At this time, buyers are doing detailed due diligence, typically focusing on accounting, legal, human resource, intellectual property, regulatory and environmental issues.

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